EXHIBIT 99.1
CLAIRE’S STORES, INC. AND SUBSIDIARIES
(EXCLUDING UNRESTRICTED SUBSIDIARIES)
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands)
| | | | |
| | October 28, 2017 | |
ASSETS | | | | |
Current assets: | | | | |
Cash and cash equivalents | | $ | 25,319 | |
Inventories | | | 157,827 | |
Prepaid expenses | | | 16,755 | |
Other current assets | | | 27,237 | |
| | | | |
Total current assets | | | 227,138 | |
| | | | |
Property and equipment: | | | | |
Furniture, fixtures and equipment | | | 225,356 | |
Leasehold improvements | | | 302,042 | |
| | | | |
| | | 527,398 | |
Accumulated depreciation and amortization | | | (406,557 | ) |
| | | | |
| | | 120,841 | |
| | | | |
Leased property under capital lease: | | | | |
Land and building | | | 18,055 | |
Accumulated depreciation and amortization | | | (6,990 | ) |
| | | | |
| | | 11,065 | |
| | | | |
Goodwill | | | 1,132,575 | |
Intangible assets, net of accumulated amortization | | | 304,681 | |
Other assets | | | 42,345 | |
| | | | |
| | | 1,479,601 | |
| | | | |
Total assets | | $ | 1,838,645 | |
| | | | |
LIABILITIES AND STOCKHOLDER’S DEFICIT | | | | |
Current liabilities: | | | | |
Trade accounts payable | | $ | 80,887 | |
Income taxes payable | | | 5,761 | |
Accrued interest payable | | | 24,079 | |
Accrued expenses and other current liabilities | | | 85,494 | |
| | | | |
Total current liabilities | | | 196,221 | |
| | | | |
Intercompany payables | | | 78,529 | |
Long-term debt, net | | | 1,969,032 | |
Revolving credit facility, net | | | 69,607 | |
Obligation under capital lease | | | 16,082 | |
Deferred tax liability | | | 99,134 | |
Deferred rent expense | | | 33,977 | |
Unfavorable lease obligations and other long-term liabilities | | | 9,306 | |
| | | | |
| | | 2,275,667 | |
| | | | |
Commitments and contingencies | | | | |
| |
Stockholder’s deficit: | | | | |
Common stock | | | — | |
Additionalpaid-in capital | | | 546,052 | |
Accumulated other comprehensive loss, net of tax | | | (40,567 | ) |
Accumulated deficit | | | (1,138,728 | ) |
| | | | |
| | | (633,243 | ) |
| | | | |
Total liabilities and stockholder’s deficit | | $ | 1,838,645 | |
| | | | |
1
CLAIRE’S STORES, INC. AND SUBSIDIARIES
(EXCLUDING UNRESTRICTED SUBSIDIARIES)
UNAUDITED CONDENSED CONSOLIDATED STATEMENT
OF OPERATIONS
(in thousands)
| | | | | | | | |
| | Three Months Ended October 28, 2017 | | | Nine Months Ended October 28, 2017 | |
Net sales | | $ | 314,584 | | | $ | 930,842 | |
Cost of sales, occupancy and buying expenses (exclusive of depreciation and amortization shown separately below) | | | 162,092 | | | | 475,463 | |
| | | | | | | | |
Gross profit | | | 152,492 | | | | 455,379 | |
| | | | | | | | |
Other expenses: | | | | | | | | |
Selling, general and administrative | | | 115,336 | | | | 338,622 | |
Depreciation and amortization | | | 10,755 | | | | 32,848 | |
Severance and transaction-related costs | | | 335 | | | | 867 | |
Other income, net | | | (3,376 | ) | | | (8,248 | ) |
| | | | | | | | |
| | | 123,050 | | | | 364,089 | |
| | | | | | | | |
Operating income | | | 29,442 | | | | 91,290 | |
Interest expense, net | | | 43,229 | | | | 130,203 | |
| | | | | | | | |
Loss before income tax expense | | | (13,787 | ) | | | (38,913 | ) |
Income tax expense | | | 1,758 | | | | 3,878 | |
| | | | | | | | |
Net loss | | $ | (15,545 | ) | | $ | (42,791 | ) |
| | | | | | | | |
2
CLAIRE’S STORES, INC. AND SUBSIDIARIES
(EXCLUDING UNRESTRICTED SUBSIDIARIES)
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)
| | | | |
| | Nine Months Ended October 28, 2017 | |
Cash flows from operating activities: | | | | |
Net loss | | $ | (42,791 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | |
Depreciation and amortization | | | 32,848 | |
Amortization of lease rights and other assets | | | 3,177 | |
Amortization of debt issuance costs | | | 6,462 | |
Accretion of debt premium | | | (2,209 | ) |
Non-cashpay-in-kind interest expense | | | 1,200 | |
Net unfavorable accretion of lease obligations | | | (47 | ) |
Loss on sale/retirement of property and equipment, net | | | 161 | |
Stock-based compensation expense | | | 190 | |
(Increase) decrease in: | | | | |
Inventories | | | (23,105 | ) |
Prepaid expenses | | | (114 | ) |
Other assets | | | (1,444 | ) |
Increase (decrease) in: | | | | |
Trade accounts payable | | | 9,500 | |
Income taxes payable | | | 153 | |
Accrued interest payable | | | (29,186 | ) |
Accrued expenses and other liabilities | | | (4,781 | ) |
Deferred income taxes | | | (1,108 | ) |
Deferred rent expense | | | (1,074 | ) |
| | | | |
Net cash used in operating activities | | | (52,168 | ) |
| | | | |
Cash flows from investing activities: | | | | |
Acquisition of property and equipment | | | (13,014 | ) |
Acquisition of intangible assets/lease rights | | | (48 | ) |
| | | | |
Net cash used in investing activities | | | (13,062 | ) |
| | | | |
Cash flows from financing activities: | | | | |
Proceeds from revolving credit facilities | | | 118,000 | |
Payments on revolving credit facilities | | | (53,200 | ) |
Payments on short-term debt | | | (18,420 | ) |
Payments of unamortized interest related to long-term debt | | | (4,133 | ) |
Payment of debt issuance costs | | | (742 | ) |
Principal payments of capital lease | | | (236 | ) |
Intercompany activity, net | | | (5,873 | ) |
| | | | |
Net cash provided by financing activities | | | 35,396 | |
| | | | |
Effect of foreign currency exchange rate changes on cash and cash equivalents | | | (639 | ) |
| | | | |
Net decrease in cash and cash equivalents | | | (30,473 | ) |
Cash and cash equivalents, at beginning of period | | | 55,792 | |
| | | | |
Cash and cash equivalents, at end of period | | $ | 25,319 | |
| | | | |
3
Claire’s (Gibraltar) Holdings Limited
Unaudited Condensed Consolidated Balance Sheet
(in thousands)
| | | | |
| | October 28, 2017 | |
ASSETS | | | | |
Current assets: | | | | |
Cash and cash equivalents | | $ | 16,719 | |
Inventories | | | 64,850 | |
Prepaid expenses | | | 14,358 | |
Other current assets | | | 10,992 | |
| | | | |
Total current assets | | | 106,919 | |
| | | | |
Property and equipment: | | | | |
Furniture, fixtures and equipment | | | 71,516 | |
Leasehold improvements | | | 102,657 | |
| | | | |
| | | 174,173 | |
Accumulated depreciation and amortization | | | (128,654 | ) |
| | | | |
| | | 45,519 | |
| | | | |
Intercompany receivables | | | 167,457 | |
Goodwill | | | 145,058 | |
Intangible assets, net | | | 201,052 | |
Other assets | | | 36,063 | |
| | | | |
| | | 549,630 | |
| | | | |
Total assets | | $ | 702,068 | |
| | | | |
LIABILITIES AND STOCKHOLDER’S EQUITY | | | | |
Current liabilities: | | | | |
Trade accounts payable | | $ | 54,866 | |
Income taxes payable | | | 5,640 | |
Accrued interest payable | | | 236 | |
Accrued expenses and other current liabilities | | | 38,005 | |
| | | | |
Total current liabilities | | | 98,747 | |
| | | | |
Long-term debt, net | | | 156,308 | |
Deferred tax liability | | | 5,580 | |
Deferred rent expense | | | 9,677 | |
| | | | |
| | | 171,565 | |
| | | | |
Stockholder’s equity: | | | | |
Common stock | | | 2 | |
Additional paid in capital | | | 770,858 | |
Accumulated other comprehensive loss, net of tax | | | (41,374 | ) |
Accumulated deficit | | | (297,730 | ) |
| | | | |
| | | 431,756 | |
| | | | |
Total liabilities and stockholder’s equity | | $ | 702,068 | |
| | | | |
4
Claire’s (Gibraltar) Holdings Limited
Unaudited Condensed Consolidated Statement of Operations and Comprehensive Income
(in thousands)
| | | | | | | | |
| | Three Months | | | Nine Months | |
| | Ended | | | Ended | |
| | October 28, 2017 | | | October 28, 2017 | |
Net sales | | $ | 119,879 | | | $ | 344,144 | |
Cost of sales, occupancy and buying expenses (exclusive of depreciation and amortization shown separately below) | | | 62,564 | | | | 176,732 | |
| | | | | | | | |
Gross profit | | | 57,315 | | | | 167,412 | |
| | | | | | | | |
Other expenses: | | | | | | | | |
Selling, general and administrative | | | 46,745 | | | | 133,730 | |
Depreciation and amortization | | | 4,087 | | | | 12,067 | |
Severance and transaction-related costs | | | 347 | | | | 570 | |
Other income, net | | | (1,028 | ) | | | (7,446 | ) |
| | | | | | | | |
| | | 50,151 | | | | 138,921 | |
| | | | | | | | |
Operating income | | | 7,164 | | | | 28,491 | |
Interest expense, net | | | 2,720 | | | | 8,293 | |
| | | | | | | | |
Income before income tax expense | | | 4,444 | | | | 20,198 | |
Income tax expense | | | 1,323 | | | | 4,455 | |
| | | | | | | | |
Net income | | | 3,121 | | | | 15,743 | |
Foreign currency translation adjustments | | | (123 | ) | | | 3,723 | |
Net (loss) gain on intra-entity foreign currency transactions, net of tax | | | (868 | ) | | | 7,264 | |
| | | | | | | | |
Other comprehensive (loss) income | | | (991 | ) | | | 10,987 | |
| | | | | | | | |
Comprehensive income | | $ | 2,130 | | | $ | 26,730 | |
| | | | | | | | |
5
CLSIP Holdings LLC
Unaudited Condensed Statement of Cash Flows
(in thousands)
| | | | |
| | Nine Months | |
| | Ended | |
| | October 28, 2017 | |
Net cash provided by operating activities | | $ | — | |
Net cash provided by investing activities | | | — | |
Net cash provided by financing activities | | | — | |
| | | | |
Net increase in cash and cash equivalents | | | — | |
Cash and cash equivalents, at beginning of period | | | — | |
| | | | |
Cash and cash equivalents, at end of period | | $ | — | |
| | | | |
CLSIP LLC
Unaudited Condensed Statement of Cash Flows
(in thousands)
| | | | |
| | Nine Months | |
| | Ended | |
| | October 28, 2017 | |
Net cash provided by operating activities | | $ | — | |
Net cash provided by investing activities | | | — | |
Payments of unamortized interest related to long-term debt | | | (5,373 | ) |
Intercompany activity, net | | | 5,873 | |
| | | | |
Net cash provided by financing activities | | | 500 | |
| | | | |
Net increase in cash and cash equivalents | | | 500 | |
Cash and cash equivalents, at beginning of period | | | — | |
| | | | |
Cash and cash equivalents, at end of period | | $ | 500 | |
| | | | |
6